Sec Form 4 Filing - BUTEL JEAN LUC @ MEDTRONIC INC - 2012-01-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BUTEL JEAN LUC 2. Issuer Name and Ticker or Trading Symbol MEDTRONIC INC [ MDT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Group Pres MDT Intl (Last) (First) (Middle) 710 MEDTRONIC PKWY MS LC300 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2012 (Street) MINNEAPOLIS, MN55432 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 586.745 I ESOP Common Stock 01/11/2012 M 26,904 A $ 36.24 156,054.03 D Common Stock 01/11/2012 M 15,312 A $ 35.92 171,366.03 D Common Stock 01/11/2012 M 17,746 A $ 37.53 189,112.03 D Common Stock ( 2 ) 01/11/2012 S 58,740 ( 3 ) D $ 38.8085 130,372.03 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 36.24 01/11/2012 M 26,904 10/27/2009( 1 ) 10/27/2018 Common Stock 26,904 $ 0 8,968 D Employee Stock Option (right to buy) $ 35.92 01/11/2012 M 15,312 08/03/2010( 1 ) 08/03/2019 Common Stock 15,312 $ 0 15,312 D Employee Stock Option (right to buy) $ 37.53 01/11/2012 M 17,746 08/02/2011( 1 ) 08/02/2020 Common Stock 17,746 $ 0 53,238 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BUTEL JEAN LUC 710 MEDTRONIC PKWY MS LC300 MINNEAPOLIS, MN55432 EVP & Group Pres MDT Intl Signatures Rhonda L. Ingalsbe, Attorney-in-fact 01/12/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options become exercisable at the rate of 25% of the shares granted per year beginning on the first anniversary of grant. ( 2 )This balance increased by 605.958 due to exempt transactions such as dividend reinvestment. ( 3 )$38.8085 is an average price. Individual blocks were This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., This email address is being protected from spambots. You need JavaScript enabled to view it., and This email address is being protected from spambots. You need JavaScript enabled to view it..

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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